Where Hyenas Went Wrong
by Dory's human replica
Summary: I know this is probably the millionth fic of its sort but it's the movie from the hyenas' point of view...sort of a prequel to The Last Hyenas. Read and Review!


**Summary: -**Yes, I know this is probably the millionth fic of its kind but it's the movie 'The Lion King' the way the hyenas saw it. I hope you enjoy it and will review it for me even if you've read a zillion fics like it in the past! Thanks very much.

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**Disclaimer: -** I do not own the script, I do not own the characters, I do not own the settings, I do not own anything except for the title and the pen name under which it goes. Ooh, I own the Author's Note and I own the extra little bits I added in but most of the stuff belongs to Walt Disney and their amazing team of actors, animators and anyone else who made the legend that is The Lion King possible for everyone to enjoy and to inspire so many!

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**A/N: -** So, here you have it. I know this is probably the one millionth fic of its kind but I promise you that I have tried to make it as detailed as I can. It's sort of the prequel to The Last Hyenas and I just wanted to add it to my collection of Stories Authored because I felt it deserved to be there! This is…

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**Where Hyenas Went Wrong…**

Scar paced up and down, glaring daggers at each hyena that dared to make a sound. Most of them were frozen or shifting uncomfortably as their leader contemplated their next move. Finally, Scar ceased pacing and whirled round to face Shenzi, Banzai and Ed, raw fury gleaming in his eyes.

"You have failed dismally – Simba is supposed to be dead!"

"We're sorry, Scar, but we did all we could," Shenzi protested.

"Yeah, and it's not like you can order the wildebeest herd to trample the King's son when he's not even trapped anywhere. We did tell you to trap the fuzzball in the gorge. It's not our fault that the little fuzzball lived," Banzai added.

"Silence, fool!" Scar snapped, "You have failed me once but you will not fail again – we need a new plan. And this time you will not mess it up."

"So, uh, what's the plan?"

"The plan? You kill Simba." Scar stated simply, knowing that his statement would be greeted with a torrent of questions. Admittedly, the hyenas were irritating a lot of the time but Scar felt a sort of thrilling power at being able to answer all the questions put to him.

"No more guessing, Scar," Shenzi, the female and leader of the three hyenas who'd become his closest minions, stepped forward, "either you tell us the plan or we leave you to do your own dirty work."

"If you even try to do that then I will make sure you suffer for it," Scar snarled, his face mere centimetres from hers. She cringed and Scar, satisfied with the reaction, backed off.

"Boss, we just wanna know what the plan is." Banzai said meekly.

"You will enter the Pride Lands and scatter the herds, causing as much mayhem as you can. Then, while Mufasa is distracted, I will accidentally tell Simba of the Elephant Graveyard and he will go there, being the curious little monster he is. I'll keep my brother distracted while you kill Simba and any with him and then we go from there."

"And can we eat them afterwards?" Banzai asked, mouth watering.

"You can feast on their flesh until the bones are licked clean. I shall one day take up my place as King and let you live off the Pride Lands." Scar knew he was drawing them in. He just had to persuade them that they would be treated like royalty in his kingdom when the day finally arrived that he could be King. He would allow them what they promised but, as soon as they got too big-headed, he would pick them off one by one in their sleep until it got to the three who were listening to his plans now. Then he would relish the moment when he got to kill their leader in front of them, prolonging their agony, and inflicting them with fatal wounds until they bled to death. He cackled evilly, proud of his own indescribable genius.

"You promise we'll be given the respect we deserve?" Shenzi still looked slightly suspicious. This all sounded perfect but Scar wasn't one to be trusted lightly as far as she was concerned.

"Most definitely," Scar said, hiding his hatred well under a mask of sincerity. He could see that the female hyena was suspicious…maybe he would have to be a little more careful and take things a little slower than he'd planned. Shenzi nodded hesitantly, looking to each of her hyena friends in turn searching for a little support. Unless she wanted her and her friends to starve then it seemed like she had no choice but to trust the copper coloured lion to lead them into a new and glorious era where they would be respected and appreciated. She sighed and walked out of the skull in which they had been discussing the fate of Simba. She heard Banzai make to follow but he was stopped with a quiet snarl from Scar. She looked back into the darkness of the skull and continued walking. Was all this really worth it? She'd find a crevice somewhere to sleep in and then she'd think more on the situation in the morning.

"Guys, we can't keep on like this," Shenzi growled after a brief altercation with Scar which had resulted in them going without the food Scar had brought them. The three hyenas were waiting patiently for the two lion cubs to arrive in the Elephant Graveyard. They couldn't mess up the plan this time or they'd be in so much trouble that they wouldn't stand a chance of redeeming themselves. Scar thought them useless and they had to prove him wrong.

"We know, Shenzi, but with that lousy fleabag constantly on our backs then what chance do we stand of escape? He'd hunt us down!"

"Look, we'll kill the cubs and then break alliance with him. He's got a whole army of hyenas to do his dirty work so why is it always us he picks on?"

"Dunno, but I think it might have something to do with the fact that you're the matriarch's cub." Banzai paced up and down restlessly.

"Quit pacing," Shenzi ordered.

"Why? I'm hungry and I wanna eat something." Whined the male hyena, looking to the sulking Ed for back-up on the matter. He whimpered in response and started chasing his tail out of sheer boredom.

"Wait a minute…you hear something?"

"Yeah, it's those cubs!" Banzai yapped excitedly.

"Sssh! We have to wait for the perfect moment; we can't screw this up," Shenzi crept forward, pressing her body to the ground.

"I walk on the wild side; I laugh in the face of danger – ha ha ha ha!" they heard the young male cub chuckle. Shenzi echoed his laugh, joined by Banzai and Ed, who had leapt up to the eye sockets where they made their way down the tusks of the skull as Shenzi walked out of the mouth.

"Well, well, well, Banzai, what do we have here?"

"Hm, I dunno, Shenzi. What do you think, Ed?" Banzai glanced backwards. Ed laughed and grunted, "yeah, just what I was thinking; a trio of trespassers!"

"And quite by accident, I assure you," the hornbill rambled, "a simple navigational error," he began to usher the cubs away. Shenzi put a paw on his tail.

"Whoa, whoa, whoa," she recognised him, "wait, wait, wait, I know you. You're Mufasa's little stooge," she moved her face close to that of the birds and he cringed, pushing her paw off his tail.

"I, madam, am the King's major-domo," he puffed out his chest proudly.

"And that would make you…" Banzai started while Shenzi chased Zazu back to the cubs and joined her fiends in circling them.

"The future King," the young male said, trying to look scary.

"Do you know what we do to Kings who step out of their Kingdom?" Shenzi asked lightly.

"Puh, you can't do anything to me," the young lion scoffed.

"Uh, technically they can," the hornbill was talking _again_! They really would have to shut him up, "we are on their land."

"But, Zazu, you told me they were nothing but slobbering, mangy, stupid poachers," the lion said, not even attempting to lower his voice.

"Ix-nay on the oopid-stay," the bird muttered nervously under his breath.

"Who you calling 'oopid-stay'?" Banzai snarled.

"My, my, my, look at the sun," the bird's voice was getting higher. _Excellent,_ thought Shenzi, _we're scaring him,_ "it's time to go!"

"What's the hurry? We'd love you to stick around for dinner!"

"Yeah, we could have whatever's 'lion' around!" Banzai burst out into hysterical laughter.

"Wait, wait, wait," Shenzi gasped between laughs, "I got one; make mine a 'cub' sandwich! Whaddaya think?" the hyenas rolled about laughing. Banzai looked to where their dinner had been standing. Ed was desperately trying to alert Shenzi, "what, Ed? What is it?" She asked impatiently.

"Hey, did we order this dinner to go?" Banzai questioned Shenzi.

"No…why?"

"'Cause there it goes!" he yelled, pointing after the cubs.

"Get them!" Shenzi screeched as they gave chase to what was supposed to be their dinner.

"The cubs are going that way!" Banzai yelled as he realised they were chasing the bird.

"Then get the bird – we'll use him as bait," Shenzi ordered. Banzai leapt after Zazu and caught him in mid-flight.

"Come on, little Mr. Stuffy-Pants, time for a little game," he dragged the distraught bird back to where his friends were standing and they took him into a cavern where the 'birdie boiler' was located. Zazu had encountered it several times and could feel the heat before he was even placed in it. Banzai was making him walk towards it and Zazu panicked but didn't scream for fear of Simba and Nala coming back to rescue him.

"Please, no…" he tried.

"One day a little stuffy-pants bird trespassed on out territory because he was spying for his high and mightiness. Then he tried to fly away when the brave and handsome hyena caught him," Banzai made up a little story. The story changed each time, but he always described himself as the brave and handsome hyena.

"You can knock the handsome part out, slobber-chops," Zazu muttered sourly.

"What was that?" Banzai snapped. Shenzi and Ed were trying to stifle their laughter.

"Well, would you look at that?" Shenzi grinned, "at least he ain't blind!"

"Yeah, I ---- hey!" Banzai glared at her and Ed, both of whom were rolling around again like they had termites.

"Are you telling the story or not?" Shenzi asked once she had composed herself.

"Yeah – anyway, the little banana beak begged for mercy but the brave and _handsome_ hyena was ruthless."

"I don't like this," squawked Zazu.

"And then the little major-domo bird hippety-hopped all the way to the birdie boiler."

"Oh no, not the birdie boiler," Zazu cried as he was shoved roughly into the geyser that would sending him catapulting right back into the Pride Lands, "AGHHHH!" he screeched as he was sent flying out of the birdie boiler. The three hyenas collapsed with the hilarity of it, Shenzi having to grab Banzai's shoulder to steady herself before she got a stitch.

"Hey," a voice interrupted their manic laughter, "why don't you pick on someone your own size?"

"Like…" Shenzi pretended to think "…you?" she snapped at their heels as the lion cubs ran. They snapped and snarled and then fell silent.

"BOO!" the three of them poked their heads through one of the active methane vents in the ground. The cubs continued to run while the hyenas gave chase.

"Damn, they went down the spine!" cursed Shenzi, "we'll meet them at the bone hill, come on!"

"Got it," Banzai followed her with Ed following him. They could see the cubs trying to climb the hill of bones and the young female was slipping. Grinning menacingly, Shenzi picked up her pace.

"She's mine," she growled, running ahead of her two companions. She chased Nala up but the young male was coming back down to help his friend. Shenzi's jaws were about to close on Nala when the male lashed out with his claws. She turned her head to prevent her eyes getting scratched and was slashed across her left cheek. Enraged, she raced after them with increased vigour. Banzai, too, speeded up, having seen what had happened to their leader.

"They went in there – we ambush them together." Shenzi laid out the plan as they stood outside a cave in which there was a decaying elephant carcass. Banzai glanced slightly worriedly at his friend's cheek and Ed whimpered.

"That looks nasty,"

"I'm fine – now, let's go." She led them into the cave where the two lion cubs were scrambling up the bones and across the skin trying to get out but they fell through the fragile remains of the skin and onto the floor. The hyenas had them trapped.

"Here, kitty, kitty, kitty," Banzai bared his teeth in a malicious snarl. The young male stood in front of his female companion and attempted to roar. But, in Shenzi's opinion, it sounded more like a dying frog.

"Ooh-hoo…that was it? Hah, do it again, come on," she advanced on the lions. The young male remained undeterred and tried again only this time it was the fully grown roar that exited his mouth. _Wait a minute – that sounded like --------!_ Shenzi couldn't keep her train of thought as she was leapt upon by Mufasa. The King grabbed Banzai and Shenzi bit him from behind. He turned on her, knocking her sideways but was distracted as he went to hit Ed by Banzai. Ed tried to bite the King's throat while Shenzi hissed as she saw Zazu fly down and land by the cubs. She was about to pounce on them but was whacked again by Mufasa. Her two friends were down and she couldn't win so she ended up cringing under Mufasa with the two male hyenas.

"Oh, please, please, uncle, uncle," Shenzi begged.

"Ow. Ow. Ow." Banzai yelped. Mufasa was roaring.

"SILENCE!"

"Alright, we're gonna shut up." Banzai said.

"Calm down, we're really sorry."

"If you ever come near my son again," the King snarled.

"Oh, this is…this is your son?" Shenzi faked shock.

"Oh, your son…"

"Did you know that?"

"Me? No, I didn't know it, no, did you?" Banzai jittered.

"No, of course not!" Shenzi replied.

"No!" Banzai confirmed.

"Ed?" both jittering hyenas asked worriedly. The third hyena nodded his head violently and Mufasa gave a deafening roar. Shenzi clung to Ed and Banzai cringed.

"Toodles," he managed before he and his two friends ran, yelping and panicked, out of the cave.

"Phew, that was too close for comfort." Shenzi gasped, breathless and almost laughing at the dishevelled state of the three of them.

"Shenzi, you're cheek still looks bad," Banzai voice his concern for the second time since the chase had started.

"I'm fine, Banzai, stop worrying," Shenzi rubbed her cheek gingerly. It did hurt, but she wasn't about to admit it. But, judging by the satisfied look Banzai gave her when she winced, she didn't think he was falling for it.

"What do we tell Scar?"

"I dunno – maybe we should tell him the truth but with a few added bits so we don't sound quite so cowardly."

"We weren't cowardly…Mufasa's just a very big lion who happens to be King and capable of ripping our throats out."

"Which is exactly what Scar's gonna do when he finds out we failed again!"

"Yeah, but wasn't Scar supposed to distract Mufasa?"

"Yeah, but he obviously thought we'd have killed the little brat quickly…it turns out we didn't kill him at all. Come on," Shenzi led them into a big cave and she clambered up onto a ledge to get away from the males so she could think.

"Man, that lousy Mufasa," complained Banzai, "I won't be able to sit for a week." Shenzi noticed the scratches decorating Banzai's rear end and put her paw to her scratched cheek. Ed was laughing and Banzai was losing his temper, "It's not funny, Ed," he growled. But Ed kept laughing even louder than before, "hey, shut up!" Banzai snapped. Ed didn't and Banzai launched himself onto the other hyena and the two began scratching and biting at each other.

"Will you knock it off?" Shenzi barked, irritated.

"Well, he started it," Banzai snarled, pointing accusingly at Ed, who was chewing on his own leg.

"Look at you guys," Shenzi began making her way down to them, "no wonder we're dangling at the bottom of the food chain."

"Man, I hate dangling," Banzai said, drool dangling from his mouth. _Disgusting,_ Shenzi thought.

"Yeah? You know, if it weren't for those lions we'd be running the joint," she knew they were better than those who had proclaimed themselves the Kings of all creatures. All they had to do was prove hyenas were better.

"Yeah. Man, I hate lions," Banzai snorted.

"So pushy,"

"And hairy,"

"And stinky," Shenzi grinned, circling round her friend.

"And man are they Uuuugly!" the two chorused, hysterical laughter filling the cave. This is how Shenzi wished it could be all the time.

"Oh, surely we lions are not all that bad," a silky voice echoed around them. Shenzi, Banzai and Ed froze, in mid-laugh, looking up. Shenzi sighed in relief when she saw the copper-coloured lion sat above them. He wasn't someone they particularly wanted to see but at least he was better than Mufasa.

"Oh, Scar, it's just you." Banzai grinned at Shenzi.

"We were afraid it was somebody important," Shenzi tried, knowing she was pushing her luck.

"Yeah, you know, like Mufasa," Banzai laughed.

"I see," Scar said dryly.

"Now _that's_ power," Banzai sighed.

"Tell me about it; I just hear that name and I shudder." Shenzi commented. Banzai's face lit up.

"Mufasa…" he growled softly. Shenzi shuddered.

"Do it again…"

"Mufasa…"

"Oooh…"

"Mufasa, Mufasa, Mufasa!"

"Oohhh!" Shenzi burst out laughing, "It tingles me."

"I'm surrounded by idiots," Scar rolled his eyes.

"Not, you, Scar; I mean, you're one of us – I mean, you're our pal," Banzai said happily, while Shenzi and Ed scratched at themselves to satisfy itches that had been building up for a while.

"Charmed," Scar said sarcastically.

"Ooh, I like that," Shenzi's voice was light, "he's not King but he's still so proper."

"Yeah, hey, hey, did ya bring us anything to eat, Scar, old buddy, old pal? Huh? Did-ya-did-ya-did-ya?" Banzai bobbed his head from side to side.

"I don't think you really deserve this," he held up a zebra haunch and the three famished hyenas jumped up and down, slobbering, "I practically gift-wrapped those cubs for you – and you couldn't even dispose of them." He dropped the meat to the hyenas, much to their relief.

"Well, ya know, it wasn't exactly like they was alone, Scar," Shenzi pointed out, mouth full.

"Yeah, what are we supposed to do?" Banzai swallowed his mouthful, "Kill Mufasa?"

Scar leaned forward, his eyes glittering menacingly, "Precisely," he hissed. Relishing their shocked expressions, he leapt down to the hyenas in three strong leaps and they scattered, surprised, "I know that your powers of retention, are as wet as a warthogs backside," their leader sang, "but thick as you are, pay attention, my words are a matter of pride. It's clear from your vacant expressions, the lights are not all on upstairs," he waved a paw in front of Ed's always blank face. As he took up the position to pounce, he had a plan. He had to shock the hyenas into agreement, "But we're talking Kings and successions – even you can't be caught unawares!" he swung round and lunged at Shenzi and Banzai, who had been snickering to each other. They fell back into two geysers and were blasted into the air with a shriek.

"ARGHH!" Shenzi screamed as she came to land. She could hear Scar singing something about the chance of a lifetime but she was too busy worrying about her scorched rear to listen. She crept up behind a rock, following Scar at a distance. It was all very well him talking about what he wanted to achieve but what about her, Banzai and Ed?

"A shining new era is tip-toeing nearer," the lion sang.

"And where do we feature?" Shenzi asked, moving forward slightly to make sure he noticed her.

"Just listen to teacher," was Scar's reply. _Crap, he even got that to rhyme!_ Shenzi thought, as Scar pulled at her cheek. It was the same cheek that had been slashed by Simba earlier and she could feel a bruise rising. Scar was now singing about how they were going to be rewarded if they helped him, _maybe this is all true and he really does want to help us…_ her mind wandered.

"Hey, Banzai, do you think-----" she never finished as Scar kicked Ed and bones were scattered everywhere. She could feel some sort of skeleton over her head.

"Be prepared!" Scar sang.

"Yeah, be prepared! We'll be prepared – for what?" Banzai looked bewildered.

"For the death of the King!"

"Why, is he sick?" Banzai asked. _Oh, Banzai, you prat,_ Shenzi thought, pulling off the skeleton that was on her head.

"No, fool, we're going to kill him – and Simba too."

"Great idea! Who needs a King? No King, no King, la la la la la la!" Shenzi barked excitedly, joined by Banzai and Ed who sang and danced the last part with her.

"Idiots! There will be a King!" roared a frustrated Scar.

"Yeah, but you said…"

"I will be King! Stick with me, and you'll never go hungry again!"

"YAY! Alright, long live the King, long live the King!" the army of hyenas chanted together, Shenzi only managing half of it before bursting into excited laughter. Their fellow hyenas were now marching along in front of Scar, who sat regally on a tall podium of rock, "It's great that we'll soon be connected with a King who'll be all time adored."

"Of course, quid pro quo, you're expected to take certain duties on board," Scar explained, "The future is littered with prizes – and though I'm the main addressee, the point that I must emphasize is YOU WON'T GET A SNIFF WITHOUT ME!" he roared the last bit, singling out a female hyena and forcing her back until she fell into a fiery pit of lava, "So prepare for the coup of the century. Be prepared for the murkiest scam! Meticulous planning, tenacity spanning, decades of denial is simply why I'll be King undisputed, respected, saluted and seen for the wonder I am! Yes, my teeth and ambitions are bared, be prepared!"

"Yes, our teeth and ambitions are bared," the hyenas chorused, "Be prepared!" the night was filled with manic laughter and vicious cackling as the song came to a close. It looked like things were going to improve, big time, for the hyenas.

"So, what do we do?"

"You wait for my signal and then shock the wildebeest into stampeding." Scar explained.

"But after we get your signal, where do we chase the wildebeest to?" Banzai questioned.

"To the gorge, you imbecile, where Simba will be waiting."

"But how do we know what you're signal is?"

"I told Shenzi what to look out for as she is the only one with even the slightest chance of remembering it." Scar growled, now getting impatient with the two male hyenas in front of him. He had sent Shenzi out to scope the landscape so that she could plan the best place to lie in wait. At least there was one hyena who knew what to do.

"I could remember!"

"But you wouldn't wait for it."

"What do we do after we chase the wildebeest?"

"You get down into the gorge and meet me."

"Where do we meet you?"

"I----"

"You told Shenzi that too, I suppose." Banzai scowled, suddenly jealous of his female friend for being the most trusted hyena when she was the one who least trusted Scar.

"But of course. Now, go! Simba will be here soon."

"But how do we know where to wait if Shenzi's not here."

"I'm here, Banzai," Shenzi's voice called softly from where she was stood only a few metres behind him.

"You have found a suitable hiding place?"

"There's a shadowy rock cavern where we will be able to see your signal and remain unnoticed by the herd."

"Excellent. Now, redeem yourselves and try not to screw anything up!" Scar left with a snarl.

"Come on, guys, we need to get into hiding." Shenzi smirked, leading her friends to the shadowy cavern that she'd chosen. Now all they had to do was wait…

"So, do you think Scar's with Simba yet?"

"I don't know."

"Do you think this will work?"

"I don't know."

"Do you think I should stop asking questions?"

"Yes, now stop it!" Shenzi snapped.

"Sorry, your royal hyena-ness," Banzai mock bowed.

"What? Oh, this is because I got told the plan in more detail than you and have been trusted with the signal and the hiding place?"

"No…well, maybe…"

"For heaven's sake, Banzai, you really are thick!" Shenzi rolled her eyes disbelievingly. Banzai's stomach rumbled in response, "shut up!"

"I can't help it – I'm so hungry, I've got to have a wildebeest!"

"Stay put."

"But can't I just pick off one of the little sick ones?"

"No! We wait for the signal from Scar," growled the female hyena. Scar appeared at the top of a high rock the other side of the plain and nodded slightly, "there he is – let's go…"

"Alright!" Banzai jumped out and ran to the back of the herd to begin chasing them over the edge of the cliff and into the gorge. Shenzi and Ed did likewise and soon the herd was over. Laughing, the three hyenas made their way to a shallower area of the gorge to climb down, Banzai giving Shenzi a quick, friendly nuzzle as he went.

"Run, Simba, run away and never return," the hyenas heard Scar tell Simba. They snuck forward and Scar heard their approach, smiling cruelly, "Kill him." He ordered. Without a second thought, the hyenas sprung forward and began chasing Simba through the gorge. Banzai took a swipe at the young cub but only got rock as Simba scrambled up a narrow pathway out of reach. The hyenas pushed themselves to run faster and managed to catch up with their target just as he jumped over the edge of a steep hillside. Shenzi continued to run, followed by her faithful friends. They saw the cub tumble into what looked like a forest of some sort. Banzai was slightly ahead of her now and saw what lay ahead first. He yelped and tried to stop himself. He skidded to a halt just before tumbling into the thick forest of thorns. He sighed with relief but was winded as Shenzi's tense body rammed into him from behind. There was a second which lasted forever before Banzai realised that Ed had rammed into Shenzi and he, Banzai, was now flying into the thorns.

"YOW!" he barked, springing up into the air shortly after coming into contact with the thorns, many of which had embedded themselves firmly in his rear end and paws. He climbed gingerly out of the thorn pit to face his two hysterical friends. He began pulling the thorns out of his butt when he heard Shenzi stop laughing.

"There he goes, there he goes!"

"So, go get him."

"There ain't no way I'm going in there! What, you want me to come out looking like you, cactus butt?" Shenzi giggled. Banzai was angry and knew that it would be a safer bet to take it out on Ed so he spat thorns into Ed's nose. The hyena yelped in pain and began pulling them out desperately.

"But we gotta finish the job," Banzai finished, removing thorns from his body and joined Shenzi on the ridge, overlooking the thorns and the plain over which the young Simba was now running.

"He's as good as dead out there anyway. And if he comes back we'll kill him."

"Yeah," Banzai yelled to the retreating Simba, "you hear that? If you come back, we'll kill you!" he laughed and the three of them walked back to where Scar was waiting.

"You're sure he's dead?"

"A nice set of bones and a few morsels of meat are all that's left of him," Shenzi confirmed, keeping as little emotion on her face as possible. If Scar ever found out that they'd not killed Simba then they were lion food.

"Excellent, a good job done, and now you may help yourselves to all the food in the Pride Lands. But you must come and run errands for me whenever I call you; understood?"

"Affirmative," Shenzi nodded, shifting uncomfortably from one foot to the other.

"Good, now get out of my sight!" Scar snapped at their heels as they left the cave.

"Man, he just keeps getting grumpier." Banzai complained as they sat on Pride Rock that night.

"Yeah, I know what you mean," Shenzi scratched behind her ears, "he's got what he wanted and he's still so moody all the time."

"Yeah…what do you think had happened to that little Fuzzball?"

"I'm not sure – he could be dead or he could be alive. Personally, I hope that we never have to lay eyes on him either way. That would be a disaster and Scar would kill us."

"No he wouldn't," Banzai said, sounding confident.

"Yes he would, Banzai. The other hyenas think we're too close to Scar as it is. They are plotting against me, I know it." Shenzi's eyes darted across the hyena-ridden Pride Lands nervously.

"No-one's plotting against you, Shenzi. You're just getting paranoid." Banzai elbowed her gently and Ed laughed softly, "See? Even Ed thinks you're being stupid."

"I guess so…Banzai?" Shenzi looked up at the stars.

"Yeah?"

"You and Ed won't ever betray me will you?"

"What? Of course not! Shenzi, you're our best friend – why would we do that? Geez, for an arrogant female who is matriarch you ain't as confident as you seem!"

"Watch it, I could take you two down easy," snarled Shenzi, preparing to pounce on her friends. They readied themselves for a fight when they were rudely interrupted by the sound of a rock scraping across the ground.

"Pitiful," a smooth voice scoffed.

"Oh come on, Scar, we're allowed to have a little fun!" Banzai protested.

"I need you three to do a job for me," Scar said, ignoring Banzai's comment.

"Like I said, we're having a little fun for once – get some other hyenas to do your dirty work for a change," spat Banzai, feeling brave. Shenzi, instantly knowing that Banzai had gone too far, snapped at Scar's heels to take the lion's attention off of her two friends. She was by far the best at dealing with the lion so it was better if she made the deals.

"What sort of job is it?" she asked.

"A simple errand; I want you all to patrol the Pride Lands tonight to make sure we have nobody plotting to overthrow me. I don't trust the lionesses and I don't trust many of you hyenas."

"My pack is trustworthy." Shenzi growled, "And you're saying you don't trust us? After all we've done for you?"

"Shenzi, don't get angry or I will be forced to harm you." Scar sneered, raising a paw casually and regarding it in a bored manner. Shenzi stopped snarling and sat back and that was when Scar swung his paw round, catching her full in the face. She was sent sprawling and landed close to the edge of Pride Rock.

"You bastard," hissed Banzai, "hitting a female when she wasn't even threatening you!"

"I want you on patrol in five minutes. If I discover you're not doing you're job then you will be very, very sorry." Scar prowled off back into the shadows of his cave, leaving the three hyenas bewildered. Banzai moved to where Shenzi was now standing.

"You ok?" he asked concernedly.

"I'm great – fan-bluddy-tastic." She replied dryly, "we'd better get down to the edge of the Pride Lands. I don't want to give Scar any more reasons not to trust us now. If we keep defying him then he will start to suspect that Simba may be alive and we can't afford that to happen if we value our lives."

"What would he do, exactly?"

"Probably kill each of us in turn and let the other hyenas watch as he did it."

"I wouldn't be able to watch you or Ed murdered." Banzai admitted quietly.

"No-one would want to watch those they care about being brutally murdered by some jumped up lion." Shenzi laughed, but seeing the seriousness in what Banzai was saying all the same. Deep down she knew that she would be first to die – Scar loathed her, and yet he trusted her, Banzai and Ed to do all his most special missions. Shenzi really didn't understand the scrawny excuse for a lion sometimes. He was no King and she was beginning to feel a slight feeling of warmth inside her soul, warmth that wished Mufasa hadn't died. At least when Mufasa was alive they had been able to eat what they needed to survive and Mufasa wasn't about to kill them, although he would chase them for miles until they either outran him or passed beyond his borders. But the hyenas were starving under Scar's rule and if Simba returned then they would be killed in the battle and those who survived would be as good as dead the minute they stepped foot inside the Pride Lands. Sometimes they wondered if it was even worth continuing in this pathetic existence. Sure, Shenzi and her trio had more power than the other hyenas, but what use is power when all the animals are dead or long gone out of the Pride Lands, or when the lionesses constantly rebel against the order to go and hunt? But there was one lioness that worried them more than anything as the time went on…

"NALA!" Scar bellowed. An adolescent and slightly rebellious lioness stepped resolutely forward.

"What?" she asked bluntly.

"You were supposed to be leading the hunting party today. Why have you not done your job?"

"Because we do not see why we should share our food and our lands with the worthless likes of you and these flea-bitten scumbags." She hissed nastily. She was a striking lioness with bewitching eyes and a good heart, but she still had a rebellious streak that enabled her to stand up to Scar more effectively than any of the other lionesses.

"Hey, we ain't got fleas!" scowled Banzai, scratching at a tickling sensation behind his ear.

"Nala, you will hunt…or your precious mother will be murdered! Lock Sarafina away until her daughter learns to respect her King," Scar ordered the hyenas. Nala watched helplessly as her mother was dragged off and finally turned to go and hunt like she was supposed to. Sarafina was released later that day but Nala still felt uneasy. She felt like there should be something she could do to save the Pride Lands. She couldn't kill Scar due to his alliance with the hyenas, which outnumbered them by twenty to one. There was only one other option; she had to escape.

"Hey, Boss!" Banzai said, as he and his two friends walked into Scar's cave to find him scolding Zazu, Mufasa's major-domo.

"Oh, what is it this time?"

"We got a bone to pick with you!" Banzai started but Shenzi stopped him.

"I'll handle this," she said. There was no way she was about to let Banzai talk to Scar and push them down in his ratings any more, "Scar, there's no food and no water."

"Yeah, it's dinnertime and there ain't no stinking entrees!"

"It's the lionesses' job to do the hunting," groaned Scar.

"But they won't go hunt."

"Oh, eat Zazu," Scar shrugged. They hyenas' eyes lit up and they licked their lips. Zazu instantly started complaining and trying to save his own life.

"Oh, you wouldn't want me – I'd be so tough and gamey and eugh…"

"Zazu, don't be ridiculous – all you need is a little garnish." Scar chuckled. Shenzi, Banzai and Ed scowled, scuffing at the floor with their paws. The bird was right – he wouldn't be much of a meal and he'd probably just make them hungrier.

"Man, I thought things were bad under Mufasa," growled Banzai under his breath.

"What did you say?!"

"I said M----" he was corrected by a sharp nudge from Shenzi, who was grinning nervously, "---- ¿Que Pasa?"

"Good – now get out!" Scar snarled at them. They began to leave when Banzai turned back,

"Yeah, but we're still hungry…"

"I SAID OUT!" Scar's eyes glittered. They hyenas ran, yelping (or laughing, in Ed's case), back to their cave that they had been given in the side of Pride Rock.

"Get her!" Shenzi barked to her friends. They were chasing the young lioness named Nala. She was running away and had outrun most of the hyena pack by now. Shenzi, Banzai and Ed, however, were still following her.

"Shenzi, she's gonna outrun us!" Banzai called to the matriarch. Nala was slowly covering more and more ground a second while the hyena trio covered less and less.

"We have to catch her! Scar will kill us if we don't!" yelled Shenzi desperately. Ed was laughing hysterically – it was all a bit of fun for him. He seemed to think that Scar wouldn't kill them but then he had not yet picked up on the fact that Scar was using them. Nala finally managed to outrun the three hyenas on her tail as she sped off into the outlands and beyond. She had left in search of help and was now feeling light-headed and a new ray of hope shone in her heart. She had escaped – maybe she would have a chance at finding help after all!

"Scar?" Shenzi whispered nervously as the three hyenas edged into the lion's cave. There was no answer. Banzai growled a little and Ed whimpered as they moved silently into the cave. There was a flash of movement along one wall. They could see Zazu asleep in his cage but there was no sign of Scar anywhere.

"I don't think he----" Banzai began but was cut off when Scar leapt out and slammed each of them into various rocks and walls.

"YOU LET HER GET AWAY!" he roared.

"We didn't mean to – she was too fast – and you didn't exactly go after her yourself. If you wanted her caught that badly then why didn't you go after her?"

"Because I thought even you would be capable of catching _that_ stupid female.

"We're sorry, ok?" said an exasperated Shenzi, "but she really was too fast – and when you haven't eaten in a while you don't really have much energy, you know what I mean?"

"I will not have you speak to me like that! Now get out!" Scar roared at them again and the three hyenas scarpered. They really were beginning to hate Scar…_That damn arrogant lion_, Shenzi thought as they walked slowly back to their cave.

"Luau!"

"What the?!" Shenzi swiveled round to see a meerkat dressed in drag.

"If you're hungry for a hunk of fat and juicy meat."

"Crack pot," Shenzi muttered.

"Eat my buddy Pumbaa here because he is a treat! Come on down and dine, on this tasty swine – all you have to do is get in line!" the meerkat sang.

"Nutter!" exclaimed Shenzi under her breath.

"Are ya achin'? For some bacon? He's a big pig – you can be a big pig too – oy!" the meerkat finished.

"Get them," snarled Shenzi. The hyenas chased the tasty looking performers into a cave, where they skidded to a halt in front of the two comic animals.

"Nobody move – I'm armed," the meerkat was holding the tail of the warthog and aiming it at the hyenas.

"Whatever," scoffed Shenzi, taking a confident step forward. There was a loud blast as the warthog's tail was pulled and he let out a humungous methane explosion. Screaming, Shenzi and her two friends fled, making their way to where Scar was now addressing the former Queen of the Pride Lands.

"SARABI!" Scar bellowed. Sarabi strode forward without a wisp of fear and a slight pride about her that showed she had lost none of her royal nature. She was due to receive a similar speech to the one Nala had been given several days before. She wondered how the young lioness was doing in her search for help – she wondered if Nala was even alive anymore. Everyone knows that there isn't much chance of survival in the Outlands if you don't know where to look for food, after all. The hyena trio was sat up on a ledge, still trying to rid their noses of the smell emitted by that dreadful warthog a few moments before in a cave not too far off from where they were now. They'd learnt their lesson – never trust hula dancers!

"She's in for it now," laughed Banzai.

"Where is your hunting party? They're not doing their job?" Scar continued.

"Scar, there is no food."

"Rubbish, you're just not looking hard enough!"

"There is nothing left – we have only one choice – we must leave Pride Rock," Sarabi declared. _You have to admire her strength,_ Shenzi sighed inwardly.

"Never – we're not going anywhere," Scar growled, pacing up and down.

"Then you have sentenced us to death,"

"So be it."

"You can't do that!" Sarabi hissed.

"I am the King; I can do whatever I want!" Scar held his head high.

"If you were half the King Mufasa was-----"

"I'M TEN TIMES THE KING MUFASA WAS!" Scar back-pawed Sarabi and sent her sprawling across the ground. There was a mighty roar as a golden coloured lion leapt down the jutting rocks and nuzzled the fallen lioness.

"Mufasa, no, you're dead," stammered Scar, backing into a rock.

"Mufasa?" Sarabi looked up at the stranger.

"No, it's me."

"Simba – how can that be?"

"It doesn't matter; I'm home," Simba nuzzled his mother before advancing slowly and menacingly on Scar.

"Simba?" it took a moment for Scar to register what he'd just heard, "Simba – I'm a little surprised to see you…alive," he glanced up at the hyena trio. They gulped and backed down out of sight.

A huge fight began between the hyenas and the lionesses while Simba chased Scar. Shenzi, Banzai and Ed separated themselves to go after the hula-dancing meerkat and his warthog friend. They chased them into the cave where Zazu was imprisoned.

"Please, don't eat me," the meerkat pleaded as Shenzi and Banzai approached, leaving Ed outside the cave.

"Problem?" a gruff voice asked from the doorway.

"Hey, who's the pig?" Banzai questioned, looking at an equally confused Shenzi.

"Are you talking to me?"

"Uh-oh, they called him a pig," muttered Timon the meerkat.

"Are you talking to me?!" the warthog got louder.

"Shouldn't have done that…"

"ARE YOU TALKING TO ME?!"

"Now they're in for it."

"They call me Mr. Pig!" the warthog let out a fierce battle cry and charged the unsuspecting hyenas, attacking them until they ran yelping out of the cave.

"C'mon, maybe if we help Scar then he won't be as mad at us!" Banzai suggested as the three of them chased after Simba with a group of others, Shenzi at the front.

"Maybe, or maybe he'll just----"

"Hey, Pumbaa – what do you cal a hyena with half a brain?" a meerkat asked loudly from a ledge high above the hyenas.

"I don't know Timon – what?" a warthog replied.

"Gifted!" the meerkat laughed. Ed burst out laughing but was smacked round the head by Banzai.

"They're talking about us!" he snarled. Shenzi's eyes glittered as she advanced.

"For your last meal, you're gonna eat those words…" she growled. The meerkat and warthog vanished in a puff of smoke and the hyenas began to follow them.

"You think we'll catch them?" asked Banzai as they ran but Shenzi was too engrossed in the chase to answer him.

The group of hungry hyenas arrived at a cave entrance and saw their meal grinning stupidly at them. Suddenly the two animals lurched into the saber dance, spinning plates and juggling.

"You've gotta be kidding me…" groaned Banzai, frowning in disbelief.

"Now, Ma?" the meerkat asked. Banzai and the other hyenas glanced about looking for who he was talking to.

"Need more time, honey," replied a voice from nowhere. The hyenas were confused but they barely had time to think before their meal started doing the can-can. The hyenas were seriously irritated by now and the meerkat could see it.

"Uh, Freestyle!" he cried. They launched themselves into an impressive display of many different moves and finished amusingly.

"Oooh, encore, encore!" Shenzi clapped, while Ed just giggled manically.

"No, no, no – you mean 'entrée, entrée'" Banzai grinned.

"No, you right – let's just eat them," agreed Shenzi. They advanced on the reluctant meal. The meerkat seemed to be talking to the ground again. _What the hell is that about?_ Thought Shenzi as she continued to move closer, licking her lips and snickering.

"Wait, wait, wait," the meerkat confidently approached the hyenas, "hold on a second."

"Uh, Timon, what are you doing?" the warthog asked his smaller friend. The meerkat got down on one knee in front of Shenzi, who looked slightly worried.

"Shenzi Marie Predatora Veldetta Jacquelina Hyena – would you do me the honour of becoming…my bride?" he looked completely genuine, down on one knee. The hyenas' mouths fell open in shock. Banzai looked completely shell-shocked while Ed's face remained blank. Shenzi herself took a while to react in the shock of it all.

"I don't think so!" she finally replied, leading the hyenas on in their advance on what was supposed to be their meal.

"Shenzi-Marie, please, I know what you're thinking: 'We're too different'. 'It'll never work'. 'What will the children look like?'"

"Ooh, that violates so many laws of nature!" Shenzi now looked utterly disgusted.

"Listen to me! The problems of a couple of wacky kids like us don't amount to a hill of termites in this nutty circle of life thing. And so I ask you: If not now, when? If not me, who? I'm lonely."

"Can I be your best man?" the warthog sniffed. Banzai was looking viciously at Timon, licking his lips. _Pathetic – the meerkat actually thought he stood a chance with her?_ Banzai scoffed, scowling at the meerkat.

"I say we skip the wedding," Banzai snarled, glancing at Shenzi, "and go straight to the buffet!" he grinned menacingly. The hyenas drew even closer to their terrified prey when another meerkat, female this time, popped out of the ground.

"Now?"

"Sure, if you're ready…"

"Oh," the female meerkat noticed the advancing hyenas and disappeared momentarily down the hole, "Now, Max now!" she yelled.

"Hyenas in the hole!" was the reply. A large crack appeared in the ground and the hyenas yelped, backing off. But the crack suddenly stopped expanding and the hyenas looked at it bewildered. An old male meerkat was climbing out of the hole with the female meerkat.

"I need help, it didn't work!"

"Hey, it works for me," sniggered Banzai as Shenzi led them on the advance again. The hyenas laughed evilly as they saw the petrified faces of their victims.

"What are we gonna do?!" the female meerkat was panicky. The meerkat that had proposed to Shenzi, known as Timon by his friends, was looking directly at the crack, which ran directly underneath Shenzi's legs. He took a deep breath and dived into it. "What?!" gasped Shenzi in surprise. Shaking her head, Shenzi slammed her muzzle into the crack in an effort to catch the meerkat. But she raised her head again, hissing menacingly.

"Let's get 'em!" Banzai snarled as they continued to advance. Seeing that the moment was right, Shenzi ran for her prey and jumped, landing right in front of them. But the ground suddenly gave way beneath her feet.

"Argh!" she screamed as she slid through a tunnel, followed by all the other hyenas.

"Crap!" she heard Banzai scream. She also heard Ed's hysterical laughter. _I bet he's enjoying this!_ She thought bitterly, _that damn meerkat! How dare he!_

"Ow!" Banzai hit rock bottom and groaned, hauling himself to his feet. Most of the hyenas were running off to fight the lionesses but Banzai waited behind, looking for Shenzi and Ed.

"Hoo ha hee hwa hoo ha!" Ed jabbered on at him, running up to him.

"Ed, where's Shenzi?" Banzai asked worriedly, scanning the surrounding area for any signs of their matriarch and friend.

"I'm here, Banzai," a pained voice whispered. Banzai wheeled round and saw Shenzi limping towards them.

"Thank God, you're ok! We were worried, weren't we, Ed?" Banzai sighed in relief. Ed nodded rapidly, his usual grin still plastered on his face giving off a feeling of absence from the real world.

"No need to worry about me," Shenzi scoffed, but her tail wagged back and forth anyway.

"Look, it's Scar – and he's fighting Simba!" Banzai hissed.

"We should go and help him, I guess. We'll stay back until it looks like he needs us. Then we'll attack Simba from behind." Shenzi gave the orders and the three hyenas peered through the smoke at the two fighting lions.

"But Simba…I am…I am family. It's the hyenas who are the real enemy!" Scar was saying. The three hyenas growled angrily, backing off and down and running off towards where the other hyenas were tending they're wounds or taking cover.

"No way...I can't believe he'd say that!" one hyena gasped.

"Well, he did – and we need to make him pay!" Shenzi barked, "Now come on!" she led them to where Scar was now led underneath Pride Rock, struggling to his feet. Shenzi, Banzai and Ed, feeling the most betrayed, moved forwards first. Upon seeing them, Scar smiled smoothly.

"Ah, my friends,"

"Friends? I though he said we were the enemy!" Shenzi grinned menacingly.

"Yeah, that's what I heard," Banzai agreed.

"Ed?" the two hyenas chorused, looking to their friend, who nodded and chuckled mirthlessly and hungrily. The rest of the hyena pack emerged through the smoke and surrounded Scar, a glittering hunger reflecting in their eyes. Ignoring Scar's feeble cries of protest, they lunged at him. Shenzi leapt first, ripping out Scar's windpipe and throwing it into the flames. The flames rose and the hyenas knew that they had to get out – or they too would be killed…


End file.
